Entry into a Material Definitive Agreement.
On June 30, 2020, Minerva Neurosciences, Inc. (the “Company”)
exercised its right to opt out of the co-development and license agreement
for seltorexant (as amended, the “License Agreement”) with Janssen
Pharmaceutica, N.V. (“Janssen”) as contemplated by that certain
Settlement Agreement (the “Settlement Agreement”) with Janssen
dated June 24, 2020, which became effective upon exercise of
the opt out, pursuant to which the Company and Janssen resolved
certain disputes under License Agreement.
Under the Settlement Agreement, the Company agreed not to assert
that Decision Point 4 (as defined in the License Agreement) has not
been reached, Janssen waived the requirement that opt-out occur after Decision Point 4 in
order for the Company to receive a royalty on sales of seltorexant
after opt-out, and the
Company and Janssen agreed to waive any payments to the other with
respect to development costs for seltorexant. As a result of the
exercise of its right to opt out of the License Agreement with
Janssen, the License Agreement is deemed to have been terminated
effective as of October 2, 2019.
The foregoing description of the Settlement Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by, reference to the Settlement Agreement, which will be
filed with the Securities and Exchange Commission (the “SEC”) as an
exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2020.
The disclosure set forth in Item 1.01 of this Current Report on
Form 8-K to the extent
required by this Item 1.02 is incorporated herein by reference.
On July 1, 2020, the Company issued a press release reporting
that it has exercised its right to opt out of the License Agreement
with Janssen and that, as a result, the Company will now collect a
royalty on worldwide sales of seltorexant in the mid-single digits, with no financial
obligations to Janssen.
A copy of the above referenced press release is filed as Exhibit
99.1 to this Current Report on Form 8-K.
Financial Statements and Exhibits